China Green : Announcements and Notices - Notice of Special General Meeting

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CHINA GREEN (HOLDINGS) LIMITED 中國綠色食 品（ 控股 ）有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 904)

NOTICE OF SPECIAL GENERAL MEETING NOTICE IS HEREBY GIVEN that a special general meeting ("Meeting") of China Green (Holdings) Limited ("Company") will be held at 5/F, Euro Trade Centre, 13-14 Connaught Road Central, Hong Kong on Friday, 20 January 2017 at 3:00 p.m., for the purpose of considering and, if thought fit, passing the following resolution as an ordinary resolution of the Company: ORDINARY RESOLUTION

"THAT

1. the entering into of the Modification Deed (as defined in the circular of the Company dated 4 January 2017 despatched to the shareholders of the Company ("Circular"), a copy of the Circular has been produced to the Meeting marked "A" and initialled by the chairman of the Meeting for the purpose of identification), a copy of which deed has been produced to the Meeting marked "B" and initialled by the chairman of the Meeting, be and is hereby approved, confirmed and ratified, and all the transactions contemplated thereunder, including the Proposed Amendments (as defined in the Circular), be and are hereby approved, confirmed and ratified;

2. the board of directors of the Company ("Directors") be and is hereby granted a specific mandate ("Specific Mandate") to allot and issue the Conversion Shares (as defined in the Circular) upon exercise of the conversion rights attached to the Notes (as defined in the Circular) in accordance with the terms of conditions of the Notes as amended by the Modification Deed, and that the Specific Mandate shall supersede the Original Specific Mandate (as defined in the Circular); and

3. the Directors be and are hereby authorized to exercise all the powers of the Company and take all steps as might in their opinion be desirable, necessary or expedient to give effect to or in connection with the Modification Deed including without limitation to the execution, amendment, delivery, submission and/or implementation of any further documents, instruments or agreements in relation to the Modification Deed and the allotment, issue and admission for trading of the Conversion Shares upon exercise of the conversion rights attached to the Notes; and all the transactions contemplated thereunder and to agree to such variation, amendment or waiver as are, in the opinion of the Directors, in the interest of the Company provided that such variation, amendment or waiver shall not be fundamentally different from the terms as provided in the Modification Deed."

On behalf of the Board

China Green (Holdings) Limited Sun Shao Feng

Chairman

Hong Kong, 4 January 2017

Registered office: Head office and principal place of business in Hong Kong:

Clarendon House Room 1502, 15/F

2 Church Street The Chinese Bank Building Hamilton, HM 11 61-65 Des Voeux Road Central Bermuda Hong Kong

Notes:

1. A member of the Company entitled to attend and vote at the Meeting convened by the above notice is entitled to appoint one or, if he/she/it is the holder of two or more shares of the Company, more proxy to attend and, subject to the provisions of the bye-laws of the Company, to vote on his/her/ its behalf. A proxy need not be a member of the Company, but must be present in person at the Meeting to represent the member.

2. In the case of joint holders of shares of the Company, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s), seniority being determined by the order in which names stand in the register of members.

3. In order to be valid, the form of proxy and (if required by the Directors), the power of attorney or other authority (if any), under which it is signed, or a certified copy of such power or authority must be deposited with the Company's branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the Meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Meeting or any adjournment thereof should you so wish. In such event, the form of proxy previously submitted shall be deemed to be revoked.

As at the date of this notice, the board of Directors comprises two executive Directors, namely Mr. Sun Shao Feng (Chairman and Chief Executive Officer) and Mr. Chen Changgai; and four independent non-executive Directors, namely Mr. Hu Ji Rong, Mr. Wei Xiongwen, Mr. Zeng Shaoxiao and Ms. Yu Xiao Min.